Sec Form 4 Filing - RUBIN RONALD @ PENNSYLVANIA REAL ESTATE INVESTMENT TRUST - 2013-03-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person RUBIN RONALD 2. Issuer Name and Ticker or Trading Symbol PENNSYLVANIA REAL ESTATE INVESTMENT TRUST [ PEI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) PENNSYLVANIA REAL ESTATE INVESTMENT TR, THE BELLEVUE 200 S BROAD STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/13/2013 (Street) PHILADELPHIA, PA19102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Shares of Beneficial Interest, par value $1.00 per share 03/13/2013 S 100,000 D $ 19.16 ( 1 ) 143,386 D Shares of Beneficial Interest, par value $1.00 per share 27,800 I By Trust ( 2 ) Shares of Beneficial Interest, par value $1.00 per share 5,000 I By Trust ( 3 ) Shares of Beneficial Interest, par value $1.00 per share 7,834 I By Trust ( 4 ) Shares of Beneficial Interest, par value $1.00 per share 750 I By Trust ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Units of Class A Limited Partnership Interest ( 5 ) ( 5 ) ( 5 ) Shares of Beneficial Interest, par value $1.00 per share 825,907 825,907 D Units of Class A Limited Partnership Interest ( 5 ) ( 5 ) ( 5 ) Shares of beneficial interest, par value $1.00 per share 59,755 59,755 I By GRAT ( 6 ) Units of Class A Limited Partnership Interest ( 5 ) ( 5 ) ( 5 ) Shares of beneficial interest, par value $1.00 per share 59,755 59,755 I By GRAT ( 7 ) Units of Class A Limited Partnership Interest ( 5 ) ( 5 ) ( 5 ) Shares of beneficial interest, par value $1.00 per share 86,934 86,934 I By the Non-QTIP Marital Trust U/W of Richard I. Rubin ( 8 ) Units of Class A Limited Partnership Interest ( 5 ) ( 5 ) ( 5 ) Shares of beneficial interest, par value $1.00 per share 5,227 5,227 I By Pan American Office Investments, L.P. ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RUBIN RONALD PENNSYLVANIA REAL ESTATE INVESTMENT TR THE BELLEVUE 200 S BROAD STREET PHILADELPHIA, PA19102 X Executive Chairman Signatures /s/ Ronald Rubin 03/14/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The range of prices for the transactions reported was from $19.06 to $19.38. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 2 )These shares are held by the Non-QTIP Marital Trust U/W of Richard I. Rubin (the "Marital Trust"), a trust of which Mr. Rubin is a trustee and a beneficiary. ( 3 )These shares are held by a trust of which Mr. Rubin is a trustee and a beneficiary. ( 4 )These shares are held by trusts of which Mr. Rubin is a trustee. Mr. Rubin disclaims beneficial ownership of these shares. ( 5 )The derivative securities are units of Class A Limited Partnership Interest (the "Units") in PREIT Associates, L.P., the operating partnership of the issuer. The Units held by the reporting person are generally redeemable one year after the date of issuance, in consideration for cash equal to the contemporaneous market price of shares of beneficial interest in the issuer or, at the election of the issuer, for a like number of shares of beneficial interest in the issuer, without payment of any conversion or exercise price. The Units are currently redeemable, but have not been redeemed. The Units have no expiration date. ( 6 )The Ronald Rubin 2010 Grantor Retained Annuity Trust ("GRAT") for the benefit of the reporting person's son is the holder of these securities. The reporting person is the trustee of this GRAT. ( 7 )The Ronald Rubin 2010 GRAT for the benefit of the reporting person's daughter is the holder of these securities. The reporting person is the trustee of this GRAT. ( 8 )The Marital Trust is the holder of these Units. Mr. Rubin disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 9 )Pan American Office Investments, L.P. is the holder of these Units. Mr. Rubin is the sole shareholder of Pan American Office Investment - GP, Inc., which in turn is the general partner of Pan American Office Investments, L.P. In addition, Mr. Rubin directly holds a limited partnership interest in Pan American Office Investments, L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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